6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2024

Commission File Number: 1-14942

MANULIFE FINANCIAL CORPORATION

(Translation of registrant’s name into English)

200 Bloor Street East

North Tower 10

Toronto, Ontario, Canada M4W 1E5

(416) 926-3000

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☑

DOCUMENTS FILED AS PART OF THIS FORM 6-K

The following documents, filed as exhibits to this Form 6-K, are incorporated by reference as part of this Form 6-K:

Exhibit	Description of Exhibit
99.1	2023 Annual Report
99.2	Notice of Annual Meeting of Shareholders
99.3	Management Information Circular
99.4	Shareholder Proxy Form
99.5	Notice of Availability of Management Information Circular

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MANULIFE FINANCIAL CORPORATION
By:	/s/ James D. Gallagher
Name:	James D. Gallagher
Title:	General Counsel

Date: March 22, 2024

EX-99.2

EX-99.2

 

EX-99.3

Exhibit 99.3

Manulife 2024 Management information circular Manulife Financial Corporation Annual Meeting May 9, 2024 Notice of annual meeting of shareholders Your participation is important. Please read this document and vote.

 Notice of annual meeting of

 common shareholders

You’re invited to attend our 2024 annual meeting  of common shareholders
When    May 9, 2024    11 a.m. (Eastern time)   Where    Manulife Head Office    200 Bloor Street East    Toronto, Canada   How to attend    Our 2024 annual    meeting will be held        in person at the address    above and by live    webcast online at https:// web.lumiagm.com/ 496278293.    Please read the voting    section starting on    page 6 for detailed    information about how to    attend the meeting, vote    and ask questions. More    information and updates    on how to attend the    meeting will be made    available on our website (www.manulife.com/ annualmeeting).	Four items of business • Receiving the consolidated financial statements and auditors’ reports for the year ended December 31, 2023 • Electing directors • Appointing the auditors • Having a say on executive pay
	Other matters that are properly brought before the meeting will be considered, but we are not aware of any at this time. The annual meeting for The Manufacturers Life Insurance Company will be held at the same time and will also be held in person and by live webcast.
	Anyone can attend the meeting, but you need to register as a shareholder or proxyholder to vote or ask questions.
	By order of the board of directors, Antonella Deo Corporate Secretary March 13, 2024

Message to shareholders

Don Lindsay   Chair of the Board

Dear fellow shareholders,

On behalf of the board of directors, we are pleased to invite you to the annual meeting of common shareholders of Manulife Financial Corporation on May 9, 2024. As a holder of common shares, you have the right to receive our financial statements and vote your shares at the meeting.

Our 2024 management information circular, which starts on page 2, includes important information about the business of the meeting and the items you will be voting on, as well as information about our corporate governance practices and executive compensation program. Please read the circular before you vote your shares.

Manulife today is a very different company than it was six years ago. The strategy introduced in 2018 has helped us stay resilient as we become a higher-growth and less capital-intensive business. Roy Gori and Manulife’s 38,000 colleagues have pursued Manulife’s ambition tenaciously, achieving significant momentum in 2023.

Board succession planning is always a key priority of the board, and this year was no different. We are delighted to welcome Michael Durland, Donald Kanak, Anna Manning and John Wong to the board. These accomplished executives bring a wealth of global financial services and insurance experience, and we are fortunate to have them join the board. Mike and Don joined the board in March and Anna and John will join in May.

On behalf of the board and Manulife’s shareholders, customers, and colleagues, I would like to express our sincere gratitude to Tsun-yan Hsieh and Andrea Rosen who have reached the end of their term on the board and are not standing for re-election. We have benefited greatly from their insights in the boardroom and thank them for their dedicated service and many contributions.

You can read about Manulife’s accomplishments in 2023 and their impact on our executive pay beginning on page 42. You will also find a more detailed discussion of the year’s performance and Manulife’s strategic progress in our 2023 annual report – available at manulife.com.

Please read the circular and vote your shares

The meeting will be held in person and by live webcast on May 9, 2024 at 11:00 a.m. (Eastern time). You can find information about how to attend the meeting on page 6.

Your vote is important to us – we encourage you to consider the information set out in the circular and exercise your voting rights. See page 7 for details about how to vote.

The meeting will cover four items of business: (1) receiving our financial statements; (2) voting to elect directors; (3) voting to appoint the auditors; and (4) voting to have a ‘say on executive pay’. You will vote on all items except for the financial statements. The board recommends you vote FOR items 2 to 4.

We look forward to welcoming you at the meeting.

Don Lindsay

Chair of the Board

March 13, 2024

2024 Management information circular 1

About this Management

Information Circular

This management information circular is being made available to you because you owned common shares of Manulife Financial Corporation as of the close of business on March 13, 2024. It includes important information about the meeting, the items of business to be covered and how to vote your shares.

You’re entitled to receive notice of, and vote these shares at, our 2024 annual meeting of common shareholders.

Management is soliciting your proxy for the meeting, which means we’re contacting you to encourage you to vote. This will be done mainly by mail, but you may also be contacted by phone, including in connection with the use of the Broadridge QuickVote^™ service. We have retained Kingsdale Advisors (Kingsdale), and they may assist us with this process. We pay the costs of the engagement with Kingsdale, which we expect to be approximately $50,000.

In this document:

• we, us, our, company and Manulife mean Manulife Financial Corporation

• you, your and shareholder refer to holders of Manulife common shares

• circular means this management information circular

• meeting means our annual meeting of common shareholders on May 9, 2024

• common shares or shares means common shares of Manulife Financial Corporation

• Manufacturers Life means The Manufacturers Life Insurance Company

Information in this circular is as at February 29, 2024 and in Canadian dollars, unless indicated otherwise. Any information contained in, or otherwise accessible through, websites mentioned in this circular does not form a part of this document.

For more information

You can find financial information about Manulife in our 2023 annual report, which includes our audited consolidated financial statements and management’s discussion and analysis (MD&A) for the year ended December 31, 2023. The audit committee section of our annual information form has information about the audit committee, including the committee charter.

These documents are available on manulife.com, on SEDAR+ (sedarplus.ca), and on EDGAR (sec.gov/edgar). You can also ask us for a copy of our 2023 annual report – simply email us at shareholder_services@manulife.com.

Important information about your shares

Third parties may contact you with unsolicited offers to buy your shares, often at prices below market value. Securities administrators in Canada and the U.S. have expressed serious concerns about these types of offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities. Investors should exercise caution with these types of offers.

Manulife is not associated with these offers and does not endorse or approve them. If you are contacted with an offer to buy your Manulife shares or have any questions about your shares, please speak with your investment advisor or contact TSX Trust at 1-800-783-9495 (Canadian residents), 1-800-249-7702 (U.S. residents) or 416-682-3864.

2   Manulife Financial Corporation

Delivery of the 2024 management information circular

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions Canada (OSFI), we are using notice and access to deliver this circular to both our registered and non-registered (beneficial) shareholders.

What is notice and access?

Instead of receiving a paper copy of the circular, a package was sent to shareholders with a notice explaining how to access the circular online and how to request a paper copy. A form of proxy for registered shareholders and ownership statement holders, or a voting instruction form for non-registered (beneficial) shareholders, was included with the notice with instructions so you can vote your shares.

How to access the circular online

Our website: www.manulife.com/annualmeeting

Our transfer agent’s website: www.meetingdocuments.com/TSXT/mfc

On SEDAR+: www.sedarplus.ca

How to request a paper copy of the circular

Shareholders may request a paper copy of the circular up to one year from the date the circular was filed on SEDAR+. If you would like to receive a paper copy prior to the meeting, please follow the instructions provided in the notice or make a request by going to www.meetingdocuments.com/TSXT/mfc or contacting our transfer agent, TSX Trust Company (TSX Trust), via telephone at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801, or via email at tsxt-fulfilment@tmx.com.

If you have questions about notice and access, please call TSX Trust at 1-800-783-9495 (Canadian residents), 1-800-249-7702 (U.S. residents) or 416-682-3864.

Sign up for e-delivery

We want to provide you with information the way you want to receive it. You can choose to receive
your shareholder materials online instead of in the mail.

Non-registered (beneficial) shareholders

Visit proxyvote.com and enter the control number from your voting instruction form. Select “Delivery
Settings” and opt for email.

Registered shareholders and non-registered ownership statement holders

Visit tsxtrust.com/MFCdigital and follow the instructions.

2024 Management information circular 3

 Where to find it

About the meeting
Who can vote	6
How to vote	7
What the meeting will cover	12
About the directors
Key things about the board	16
Director profiles	18
2023 board committee reports	32
How we pay our directors	37
Executive compensation
Message from the Chair	42
Understanding Manulife’s results under IFRS 17 and IFRS 9	44
Compensation discussion and analysis	46
Executive summary	46
Our response to the 2023 advisory vote on executive compensation	50
Our approach to executive compensation	53
Our variable pay program and 2023 performance	58
Compensation of the named executives	72
Share performance	93
Executive compensation details	95
Summary compensation table	95
Equity compensation	97
Retirement benefits	101
Termination and change in control benefits	107

Compensation oversight	112
How the board oversees executive compensation	112
Managing compensation risk	114
The decision-making process	117
Compensation of employees who have a material impact on risk	119
Governance at Manulife
About the Manulife board	123
Board committees	126
Board roles and responsibilities	126
Subsidiary governance	134
Serving as a director	135
Serving on other boards	135
Integrity	135
Equity ownership	135
Term limits	135
Independence	136
Board succession and diversity	136
Skills and experience	138
Director development	140
Assessment	142
Other information
ESG at Manulife	143
Liability insurance	144
Loans to directors and officers	144
Directors’ approval	144

 This symbol tells you where  you can find more information

4   Manulife Financial Corporation

About the meeting

This year’s annual meeting is on May 9, 2024.

Read this section to find out who can vote, how you can vote and what you will be voting on.

Questions? Call our transfer agent in your region if you have any questions about the meeting. Registered holders can also call our transfer agent to get information on options for managing your share account.
Canada	1-800-783-9495
United States	1-800-249-7702
Hong Kong	852-2980-1333
Philippines	632-5318-8567
Rest of world	1-416-682-3864

Where to find it
Who can vote	6
How to vote	7
What the meeting will cover	12

2024 Management information circular 5

EX-99.4

Exhibit 99.4

MANULIFE FINANCIAL CORPORATION

Proxy Voting Information

We offer you four ways to vote your shares

MAIL	Complete, sign, date and mail this proxy form in the envelope provided.
INTERNET	Go to the website: www.meeting-vote.com Follow the instructions on the screen. You will need the Control Number located on this proxy form.
TELEPHONE	Call toll free 1-888-489-7352 in Canada or the United States from any touch-tone telephone and follow the instructions. You will need the Control Number located on this proxy form.
SMARTPHONE Scan QR Code

Proxy Form – Annual Meeting of Common Shareholders

   Proxy  Information                

This proxy confers discretionary authority on the proxy named herein to vote in respect of any amendments or variations to the matters identified in the notice of meeting or any other matter which may properly come before the meeting in such manner as such proxy in his or her judgment may determine.

A shareholder has the right to appoint a person to represent him or her at the meeting other than the management representatives designated in this proxy. Such right may be exercised by filling in the name of the other person in the blank space provided; such other person need not be a shareholder.

   Notes

•   This proxy must be signed by a shareholder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your shares are registered. If the shareholder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

•   Signatories on behalf of a trust, estate or under a power of attorney or similar authority should specify the capacity in which they sign. Documentation may be required evidencing authority.

•   If the shares are held by two or more persons, then all those persons should sign this proxy.

•   This proxy should be read in conjunction with the accompanying Management Information Circular and Notice of Annual Meeting of Common Shareholders.

•   If not dated, this proxy is deemed to bear the date on which it was mailed on behalf of management of the Company.

•   For your proxy vote to be counted, this proxy must be completed and delivered in accordance with the Voting Instructions above.

   Request for Financial  Statements         

If you wish to receive the financial statements and MD&A for the next year by mail, you must check the appropriate box below.

I wish to receive the Interim Financial Statements and MD&A          ☐

I wish to receive the Annual Financial Statements and MD&A            ☐

You may also make your request online at tsxtrust.com/financialstatements. Our Company code number is 4658A.

Save paper – reduce mail – to receive documents electronically rather than via the mail,

sign up for e-delivery after casting your vote at www.meeting-vote.com

  MANULIFE FINANCIAL CORPORATION Annual Meeting of Common Shareholders May 9, 2024

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒

This proxy is solicited on behalf of management of Manulife Financial Corporation (the “Company”).

The undersigned shareholder of the Company hereby appoints Roy Gori, President and Chief Executive Officer, or failing him, Donald R. Lindsay, Chair of the Board, with full power of substitution, or instead of any of them,                   , as proxy of the undersigned, to attend, vote and act for and on behalf of the undersigned at the Annual Meeting of Common Shareholders of the Company to be held at 11:00 a.m. Eastern Time on Thursday, May 9, 2024, and at all adjournments thereof, and are specifically directed to vote the common shares represented by this proxy upon the following matters.

Information on the following can be found in the Management Information Circular and Notice of Annual Meeting of Common Shareholders dated March 13, 2024.

The directors and management recommend shareholders vote FOR items 1, 2 and 3. Where no choice is specified, the proxyholders designated by management intend to vote FOR items 1, 2 and 3.

1.   Election of Directors
The proposed nominees are:
		FOR	WITHHOLD
01	Nicole S. Arnaboldi	☐	☐
02	Guy L.T. Bainbridge	☐	☐
03	Susan F. Dabarno	☐	☐
04	Julie E. Dickson	☐	☐
05	J. Michael Durland	☐	☐
06	Roy Gori	☐	☐
07	Donald P. Kanak	☐	☐
08	Vanessa Kanu	☐	☐
09	Donald R. Lindsay	☐	☐
10	Anna Manning	☐	☐
11	C. James Prieur	☐	☐
12	May Tan	☐	☐
13	Leagh E. Turner	☐	☐
14	John Wong	☐	☐

2.   Appointment of Auditors
	FOR	WITHHOLD
Appointment of Ernst & Young LLP as Auditors	☐	☐
3.   Advisory Resolution Accepting Approach to Executive Compensation
	FOR	AGAINST
Advisory resolution accepting approach to executive compensation	☐	☐

 Please Sign and Return this Proxy  Form         

To be valid, this proxy must be signed and received by the Company’s transfer agent, TSX Trust Company, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1, no later than 5:00 p.m. Eastern Time on Tuesday, May 7, 2024 or, if the meeting is adjourned, no later than 5:00 p.m. Eastern Time on the second business day preceding the day to which the meeting is adjourned. This proxy revokes and supersedes all proxies of earlier dates.

Please see the Notes on the reverse side of this form for instructions on how to complete this proxy and vote your shares.

Dated this     day of           , 2024.

  Signature of Shareholder/Authorized  Officer                        Name of Shareholder (Please PRINT  clearly)              

EX-99.5

Exhibit 99.5

Manulife Manulife Financial Corporation 2024 Annual Meeting of Shareholders Notice of availability of Management Information Circular You’re invited to attend our 2024 annual meeting of common shareholders. When: May 9, 2024 11 a.m. (Eastern time) Where: Our 2024 annual meeting will be held at Manulife Head Office, 200 Bloor Street East, Toronto, Canada, and as a live webcast at https://web.lumiagm.com/496278293. Items of business at the meeting • Receiving the consolidated financial statements and auditors’ reports for the year ended December 31, 2023 (see page 12 of the circular) • Electing directors (see page 15 of the circular) • Appointing the auditors (see page 12 of the circular) • Having a say on executive pay (see page 41 of the circular) Notice-and-access Pursuant to an exemption from the proxy solicitation requirement granted by the Office of the Superintendent of Financial Institutions (Canada), and as permitted by the Canadian Securities Administrators, we are using notice-and-access to deliver our management information circular (“circular”) to our registered and non-registered shareholders. Instead of receiving a printed copy of the circular, you are receiving this notice which tells you how to access our circular online. The circular contains information about the meeting, as well as information about our corporate governance practices and executive compensation program. We encourage you to read the circular before voting your shares. If you require a printed version, a copy can be requested from our transfer agent by following the instructions on the reverse side. As a global financial services company, we are taking steps to reduce our environmental footprint, support the transition to a low carbon economy, and invest in climate change mitigation and resilience. Notice-and-access greatly reduces the amount of paper sent to shareholders and aligns with our focus on sustainability.

Manulife How to access the circular online Our website: www.manulife.com/annualmeeting Our transfer agent’s website: www.meetingdocuments.com/TSXT/mfc On SEDAR+: www.sedarplus.ca How to request a paper copy of the circular Go to www.meetingdocuments.com/TSXT/mfc or call our transfer agent, TSX Trust Company (“TSX”), at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 or via email at tsxt-fulfilment@tmx.com. To receive the circular in advance of the voting deadline and meeting date, TSX must receive your request no later than 5:00 p.m. (Eastern time) on Thursday, April 25, 2024. The circular will be mailed within 3 business days of receiving your request. If you submit your request after the meeting, the circular will be mailed within 10 calendar days of receiving your request. If you have questions about notice-and-access please call TSX at 1-800-783-9495 (Canadian residents), 1-800-249-7702 (US residents) or 416-682-3864. How to vote There are two ways to vote – by proxy before the meeting, or during the meeting. Shareholders are encouraged to vote their shares by proxy before the meeting by following the instructions on the proxy form or voting information form included with this notice. The deadline for submitting your vote before the meeting is 5:00pm (Eastern time) on Tuesday, May 7, 2024. If you wish to attend and vote online at the meeting, there are additional steps you must take. Please refer to page 7 of the circular for more information on how to vote. Go Digital We want to provide you with information the way you want to receive it. You can choose to receive Manulife Financial Corporation’s meeting materials online instead of in the mail. If you received a proxy form, visit www.tsxtrust.com/MFCdigital to enrol for electronic delivery. If you received a voting instruction form, visit www.proxyvote.com and use the control number provided on your voting instruction form. Select “Delivery Settings” and opt for email. Manulife, Manulife & Stylized M Design, and Stylized M Design are trademarks of The Manufacturers Life Insurance Company and are used by it, and by its affiliates, including Manulife Financial Corporation, under license. MP2879033E 03/24